Exhibit 10.21


 


LOAN AGREEMENT


  


This Loan Agreement (as it may from time to
time be amended, restated or otherwise modified, the “Agreement”) is made effective as of the December
10, 2015 between MyDx, Inc., a Nevada corporation (“Borrower”), and the YCIG, Inc. (“Lender”).


 


WITNESSETH:


 


WHEREAS, Borrower and Lender desire to contract
for the establishment of loans in the aggregate principal amounts hereinafter set forth, to be made available to Borrower upon
the terms and subject to the conditions hereinafter set forth.


 


NOW, THEREFORE, it is mutually agreed as follows:


 


		1.	DEFINITIONS



 


As used in this Agreement, the following terms
shall have the following meanings:


 


		1.1	“Bankruptcy Code” shall mean Title 11 of the United States Code entitled “Bankruptcy,”
as now or hereafter in effect, or any successor thereto, as hereafter amended.



 


		1.2	“Business Day” shall mean a day of the year on which banks are not required
or authorized to close in the State of Nevada.



 


		1.3	“Commitment” shall mean the obligation hereunder of the Lender, during the Commitment
Period, to make Revolving Loans up to an aggregate principal amount outstanding at any time equal to the Maximum Revolving Amount.



 


		1.4	“Commitment Period” shall mean the period from the date of the first loan through
the three (3) year anniversary thereof; or such earlier date on which such Commitment shall have been terminated pursuant to the
terms hereof.



 


		1.5	“Debt” shall mean, collectively, (a) all Indebtedness incurred by Borrower
to Lender pursuant to this Agreement and includes the principal of and interest on all Notes; (b) each extension, renewal
or refinancing thereof in whole or in part; (c) the commitment and other fees, and any prepayment fees payable hereunder;
and (d) all other obligations of Borrower under this Agreement and the Loan Documents.



 


		1.6	“Default” shall mean an event, condition or thing which constitutes, or which
with the lapse of time or the giving of notice or both would constitute, an Event of Default and which has not been waived by Lender
in writing or fully corrected prior to becoming an actual Event of Default.



 


		1.7	“Dollar” and the sign “$” shall mean lawful money of the United
States of America.



 






    


     


    

 


		1.8	“Event of Default” shall mean an event, condition or thing which constitutes
an event of default as defined in Article 5 hereof.



 


		1.9	“Interest Rate” shall mean a rate of per annum of 12%.



 


		1.10	“Lien” shall mean any mortgage, security interest, lien, encumbrance on, pledge
or deposit of, or conditional sale or other title retention agreement with respect to any property (real or personal) or asset.



 


		1.11	“Loan” or “Loans” shall mean the credit to Borrower extended
by Lender in accordance with Section 2.1 hereof.



 


		1.12	“Loan Documents” shall mean this Agreement, each of the Revolving Notes, and
any other documents relating to any of the foregoing, as any of the foregoing may from time to time be amended, restated or otherwise
modified or replaced.



 


		1.13	“Maximum Revolving Amount” shall mean $175,000.00, which amount may be increased
from time to time in the sole discretion of the Lender up to $250,000.00.



 


		1.14	“Revolving Note” or “Revolving Loan”) shall mean any Revolving
Note executed and delivered pursuant to Section 2.1 hereof, together with any replacement or substitution thereof, any addition
thereto and any amendment, restatement or other modification thereto from time to time.



 


Each term defined in the singular ini this
Agreement shall have the same meaning when used in the plural and each term defined in the plural in this Agreement shall have
the same meaning when used in the singular.


 


		2.	AMOUNT AND TERMS OF LOAN



 


		2.1	AMOUNT AND NATURE OF LOAN. Subject to the terms and conditions of this Agreement, the Lender will,
to the extent hereinafter provided, make Loans to Borrower, in such aggregate amount as Borrower shall request pursuant to the
Commitment; provided, however, that in no event shall the aggregate principal amount of all Loans outstanding under this
Agreement be in excess of the Maximum Revolving Amount.



 


The Loans may be made as
Revolving Loans as follows:


 


		2.1.1	Subject to the terms and conditions of this Agreement, during the Commitment Period, the Lender
shall make Revolving Loans to Borrower in such amount or amounts as Borrower may from time to time request, but not exceeding in
aggregate principal amount at any time outstanding hereunder the Maximum Revolving Amount. Borrower and Lender acknowledge and
agree that the amount of $175,000.00 has been loaned by Lender to Borrower as of the date of this Agreement and all such amounts
shall become a Revolving Loan under this Agreement.



 






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		2.1.2	The obligation of Borrower to repay the
Loans made by the Lender and to pay all accrued interest thereon shall be evidenced by a Revolving Note of Borrower substantially
in the form of Exhibit A hereto, with appropriate insertions of dates and dollar amounts. Subject to the provisions of this
Agreement, Borrower shall be entitled under this Section 2.1 to borrow funds, repay the same in whole or in part and re-borrow
hereunder at any time and from time to time during the Commitment Period.



 


		2.2	CONDITIONS TO LOANS. The obligation of Lender to make any Loan hereunder is conditioned, in the
case of each borrowing hereunder, upon:



 


		2.2.1	receipt by Lender of a request for Loan or such other notice acceptable to Lender;



 


		2.2.2	the fact that no Default or Event of Default shall then exist or immediately after the making of
the Loan would exist; and



 


		2.2.3	the fact that each of the representations and warranties contained herein shall be true and correct
(in all material respects with regard to representations and warranties that are not otherwise qualified with a materiality standard)
with the same force and effect as if made on and as of the date of the making, conversion or continuation of such Loan, except
to the extent that any thereof expressly relate to an earlier date.



 


		3.	PAYMENT ON NOTES.



 


		3.1	TIME AND MANNER OF PAYMENTS. Except as otherwise provided herein, all payments of principal, interest
and commitment and other fees shall be made to Lender in immediately available funds for the account of Lender, on or before the
three (3) year anniversary of the date of this Agreement. The aggregate unpaid amount of Loans set forth on the records of Lender
shall be rebuttable evidence of the principal and interest owing and unpaid on each Note.



 


		3.2	PREPAYMENT. Borrower shall have the right at any time or from time to time to prepay all or any
part of the principal amount of the Notes then outstanding as designated by Borrower.



 


		3.3	COMPUTATION OF INTEREST AND FEES. Interest on Loans and commitment and other fees and charges hereunder
shall be computed on the basis of a year having three hundred sixty (360) days and calculated for the actual number
of days elapsed. In no event shall the rate of interest hereunder exceed the maximum rate allowable by law.



 






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		4.	COVENANTS



 


Borrower agrees that so long as the Commitment
remains in effect and thereafter until the principal of and interest on all Notes and all other payments and fees due hereunder
shall have been paid in full, Borrower shall perform and observe each of the following provisions:


 


		4.1	NOTICE. Borrower shall promptly notify Lender of each of the following (and in no event later than
three (3) Business Days after the Borrower becomes aware thereof):



 


		4.1.1	any Default or Event of Default; and



 


		4.1.2	any representation or warranty made in this Agreement has ceased or is likely to for any reason
to cease in any material respect to be true and complete.



 


		4.2	REPRESENTATIONS AND WARRANTIES



 


Borrower represents and warrants that each
of the statements set forth herein are true, correct and complete:


 


		4.2.1	EXISTENCE. Borrower is a corporation duly organized, validly existing, and in good standing under
the laws of the State of Nevada.



 


		4.2.2	AUTHORITY. Borrower has the corporate or equivalent right and power and is duly authorized and
empowered to enter into, execute and deliver the Loan Documents to which it is a party and to perform and observe the provisions
of the Loan Documents. The Loan Documents have been duly authorized and approved by Borrower’s Board of Directors and are
the valid and binding obligations of Borrower, enforceable against Borrower in accordance with their respective terms, except that
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of general application
now or hereafter in effect affecting the rights and remedies of creditors and by general equitable principles (regardless of whether
enforcement is sought in a proceeding at law or in equity).



 


		4.2.3	TITLE TO ASSETS. Borrower has good title to and ownership of all property it purports to own, which
property is free and clear of all Liens.



 


		4.2.4	CONSENTS OR APPROVALS. No consent, approval or authorization of, or filing, registration or qualification
with, any governmental authority or any other person is required to be obtained or completed by the Borrower in connection with
the execution, delivery or performance of any of the Loan Documents, which has not already been obtained or completed.



 


		4.2.5	USE OF PROCEEDS. The proceeds of all Loans shall be utilized for general corporate purposes.




 






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		5.	EVENTS OF DEFAULT



 


Each of the following shall constitute an Event
of Default hereunder:


 


		5.1	PAYMENTS. If Borrower shall fail to pay any principal and interest of any Loan (including, without
limitation, pursuant to the Notes and Section 2.1 hereof) when the same shall become due and payable under any Loan Document
within three (3) Business Days of the date that such payment is due.



 


		5.2	OTHER COVENANTS. If Borrower shall fail or omit to perform and observe any agreement or other provision
contained or referred to in this Agreement that is on Borrower’s, to be complied with, and such Default shall not have been
fully corrected within thirty (30) days after the giving of written notice thereof to Borrower by Lender that the specified Default
is to be remedied, provided that if any such Default can be cured, but cannot be cured within the thirty (30) day corrective period
described above, it shall not constitute an Event of Default if corrective action is instituted within such thirty (30) day period
and the Borrower is pursuing such corrective action with respect thereto.



 


		5.3	REPRESENTATIONS AND WARRANTIES. If any representation, warranty or statement made in or pursuant
to this Agreement or any other material information furnished by Borrower to Lender or any thereof or any other holder of any Note,
shall be false or erroneous in any material respect (without duplication of any materiality qualifier contained therein) when made
or confirmed.



 


		5.4	SOLVENCY. If Borrower shall (a) discontinue business, or (b) make a general assignment
for the benefit of creditors, or (c) apply for or consent to the appointment of a receiver, a custodian, a trustee, an interim
trustee or liquidator of all or a substantial part of its assets, or (d) be adjudicated a debtor or have entered against it
an order for relief under Title 11 of the United States Code, as the same may be amended from time to time, or (e) file a
voluntary petition in bankruptcy or file a petition or an answer seeking reorganization or an arrangement with creditors or seeking
to take advantage of any other law (whether federal or state) relating to relief of debtors, or admit (by answer, by default or
otherwise) the material allegations of a petition filed against it in any bankruptcy, reorganization, insolvency or other proceeding
(whether federal or state) relating to relief of debtors, or (f) suffer or permit to continue unstayed and in effect for sixty
(60) consecutive days any judgment, decree or order entered by a court of competent jurisdiction, which approves a petition seeking
its reorganization or appoints a receiver, custodian, trustee, interim trustee or liquidator of all or a substantial part of its
assets, or (g) take, or omit to take, any action in order thereby to effect any of the foregoing.



 


		5.5	TERMINATION OF DANIEL YAZBECK. If Borrower shall terminate or remove Daniel Yazbeck from the position
of Chief Executive Officer of Borrower or if Daniel Yazbeck shall resign from the position of Chief Executive Officer.



 






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		6.	REMEDIES UPON DEFAULT



 


Notwithstanding any contrary provision or inference
herein or elsewhere,


 


		6.1	EVENT OF DEFAULT. If any Event of Default referred to above shall occur and be continuing, Lender
shall have the right, in its discretion, to:



 


		6.1.1	terminate the Commitment and the credits hereby established, if not previously terminated, and,
immediately upon such election, the obligations of Lender to make any further Loan or Loans hereunder immediately shall be terminated,
and/or



 


		6.1.2	accelerate the maturity of all of the Debt (if such Debt is not already due and payable), whereupon
all of the Debt shall become and thereafter be immediately due and payable in full without any presentment or demand and without
any further or other notice of any kind, all of which are hereby waived by Borrower.



 


		6.2	ISSUANCE OF BORROWER SHARES. Upon the occurrence of an Event of Default, Borrower shall (i) immediately
pay to Lender all outstanding amounts of principal and interest due and owing under the Revolving Notes as of the date of the Event
of Default (the “Balance Due”); or (ii) issue to Borrower in full satisfaction of the Balance Due the number
of shares of Borrower common stock equal to (x) the Balance Due; multiplied by (y) four. For example, if the Balance Due on the
date of the Event of Default is $100,000, then Borrower may repay Lender the amount of $100,000, or issue Lender 400,000 shares
of Borrower common stock.



 


		7.	MISCELLANEOUS



 


		7.1	NOTICES. All notices, requests, demands and other communications required or permitted hereunder
to be given to a party to this Agreement shall be in writing and shall be conclusively deemed to have been duly given (a) if
delivered by hand to the address shown below, on day of delivery; (b) if delivered by an internationally recognized overnight
courier to the address shown below, on the first Business Day after the Business Day of receipt; (c) if delivered by registered
mail to the address shown below, ten (10) Business Days after mailing; or (d) if delivered by facsimile transmission or by
electronic mail to the fax number or email address shown below, on the first Business Day after the Business Day of receipt. Notices
shall be delivered to the following addresses:



 


	 	If to Borrower:
	 	
        MyDx, Inc. 

        6335 Ferris Square, Suite
B 

        San Diego, CA 92121




 






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        If to Lender:

        YCIG, Inc. 

        c/o Daniel Yazbeck 

        5574 Caminito Consuelo 

        La Jolla, CA 92037



 


		7.2	AMENDMENTS; WAIVERS.



 


		7.2.1	This Agreement or any other Loan Document may be amended and any provision of this Agreement or
any other Loan Document may be waived; provided, however, that any such amendment will be binding upon the parties only if such
amendment is set forth in a writing executed by Lender and Borrower and any such waiver, and any consent with respect to any departure
by Borrower from this Agreement or any other Loan Document, will be effective only if such waiver or consent is set forth in a
writing executed by Lender, and then any such waiver or consent shall be effective only in the specific instance and for the specific
purpose for which given. No course of dealing between or among any persons having any interest in this Agreement or any other Loan
Document will be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any
party under or by reason of this Agreement.



 


		7.2.2	Any amendment to Section 7.2 will be binding upon the parties only if such amendment is set forth
in a writing executed by Lender and Borrower.



 


		7.2.3	No delay, course of dealing or failure in exercising any right, power or remedy hereunder on the
part of Lender or the holder of any Note will affect or operate as a waiver thereof; nor will any single or partial exercise thereof
or any abandonment or discontinuance of steps to enforce such a right, power or remedy preclude any further exercise thereof or
of any other right, power or remedy. The rights and remedies hereunder are cumulative and not exclusive of any rights or remedies
that any party would otherwise have. Any waiver, permit, consent or approval of any kind or character of any breach or default
under this Agreement or any such waiver of any provision of this Agreement must satisfy the conditions set forth in ‎Section
7.2.1 and will be effective only to the extent specifically set forth in such writing.



 


		7.3	COSTS AND EXPENSES. Each of Borrower and Lender shall bear their own expenses incurred in connection
with the negotiation and documentation of this Agreement.



 






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		7.4	NO FIDUCIARY OBLIGATIONS. The relationship between Borrower and Lender with respect to the Loan
Documents is and shall be solely that of debtors and creditors, respectively, and Lender does not have any fiduciary obligation
toward Borrower with respect to any such documents or the transactions contemplated thereby.



 


		7.5	COUNTERPARTS; EFFECTIVENESS. This Agreement may be executed in multiple counterparts (any one of
which need not contain the signatures of more than one party), each of which will be deemed to be an original but all of which
taken together will constitute one and the same agreement. This Agreement, and any amendments hereto, to the extent signed and
delivered by means of a facsimile machine or other electronic transmission in PDF, will be treated in all manners and respects
as an original agreement and will be considered to have the same binding legal effects as if it were the original signed version
thereof delivered in person.



 


		7.6	SUCCESSORS AND ASSIGNS; ASSIGNMENT. Except as otherwise expressly limited herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the
parties hereto. This Agreement shall not confer any rights or benefits upon any person other than the parties hereto and their
respective successors and assigns, except to the extent otherwise expressly provided herein. None of the rights, privileges or
obligations set forth in, arising under, or created by this Agreement may be assigned or transferred by Borrower without the prior
consent in writing of Lender, which consent shall not be unreasonably withheld or delayed. No consent to assignment by Lender shall
release Borrower from its obligation to pay in full all of the Debt.



 


		7.7	SEVERABILITY. The parties agree that (a) the provisions of this Agreement will be severable
in the event that for any reason whatsoever any of the provisions hereof are invalid, void or otherwise unenforceable, (b) any
such invalid, void or otherwise unenforceable provisions will be replaced by other provisions which are as similar as possible
in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining
provisions will remain valid and enforceable to the fullest extent permitted by applicable law.



 


		7.8	ENTIRE AGREEMENT. This Agreement, including any related annexes, schedules and exhibits, as well
as any Note and any other Loan Document and any other agreements, documents or instruments referred to herein or therein, will
together constitute the entire agreement among the parties with respect to the subject matter hereof and thereof and will supersede
all prior negotiations, agreements and understandings of the parties of any nature, whether oral or written, with respect to such
subject matter.



 


		7.9	GOVERNING LAW. This Agreement and each of the Notes shall be construed, interpreted and the rights
of the parties determined in accordance with the laws of the State of California, County of San Diego and the respective rights
and obligations of Borrower and Lender shall be governed by California law, without regard to any principles of conflict of laws
that would require the application of the laws of a different state.



 






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		7.10	CONSTRUCTION. The parties have participated jointly in the negotiation and drafting of this Agreement.
In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as if drafted jointly
by the parties, and no presumption or burden of proof will arise favoring or disfavoring any party by virtue of the authorship
of any of the provisions of this Agreement. Except as otherwise expressly provided elsewhere in this Agreement, any provision herein
which contemplates the agreement, approval or consent of, or exercise of any right of, a party, such party may give or withhold
such agreement, approval or consent, or exercise such right, in its sole and absolute discretion, the parties hereby expressly
disclaiming any implied duty of good faith and fair dealing or similar concept.



 


		7.11	LEGAL REPRESENTATION OF PARTIES. The Loan Documents were negotiated by the parties with the benefit
of each party having their own legal representation and any rule of construction or interpretation otherwise requiring this Agreement
or any other Loan Document to be construed or interpreted against any party shall not apply to any construction or interpretation
hereof or thereof.



 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the day and year first
above written. 


 


	MYDX, INC.	 	YCIG, INC
	 	 	 	 	 
	By:	/s/ Daniel Yazbeck	 	By:	/s/ Daniel Yazbeck
	 	Daniel Yazbeck, CEO	 	 	Daniel Yazbeck, President







 






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EXHIBIT A


 


REVOLVING NOTE


 


	$175,000.00	December 10, 2015




 


Reference is hereby made
to the Loan Agreement, dated as of December 10, 2015 (as the same may from time to time be amended, restated or otherwise modified,
the “Loan and Security Agreement”, the terms defined therein being used herein as therein defined), between the undersigned
Borrower and Lender:


 


FOR VALUE RECEIVED, the
MyDx, Inc., a Nevada corporation (“Borrower”), promises to pay on or before September 28, 2018 to the order
of the YCIG, Inc, as Lender (the “Lender”) the principal sum of One
Hundred Seventy-Five Thousand DOLLARS ($175,000.00) or the aggregate outstanding and unpaid principal amount of all Revolving
Loans made by Lender to Borrower pursuant to Section 2.1 of the Loan Agreement, whichever is less, in lawful money of the United
States of America. As used herein, “Loan Agreement” means the Loan Agreement dated as of even date herewith, between
Borrower and the Lender, as the same may from time to time be restated, amended or otherwise modified. Capitalized terms used herein
shall have the meanings ascribed to them in the Loan Agreement.


 


Borrower also promises to
pay interest on the unpaid principal amount of each Revolving Loan from time to time outstanding, from the date of such Revolving
Loan until the payment in full thereof, at the rates per annum which shall be determined in accordance with the provisions of Section
2.1 of the Loan Agreement. Such interest shall be payable on each date provided for in such Section 2.1; provided, however, that
interest on any principal portion which is not paid when due shall be payable on demand. The portions of the principal sum hereof
from time to time representing Loans, and payments of principal thereof, will be shown on the records of Lender by such method
as Lender may generally employ and on Schedule A to this Note; provided, however, that failure to make any such entry shall
in no way detract from Borrower’s obligations under this Note.


 


This Note is the Revolving
Note referred to in the Loan Agreement. Reference is made to the Loan Agreement for a description of the right of the undersigned
to anticipate payments hereof, the right of the holder hereof to declare this Note due prior to its stated maturity, and other
terms and conditions upon which this Note is issued.


 


Except as expressly provided
in the Loan Agreement, Borrower expressly waives presentment, demand, protest and notice of any kind.


 





	 	MYDX, INC.
	 	 
	 	By: ____________________________
	 	 
	 	Title: ___________________________







 






     


     


    

 


REVOLVING NOTE


 


Schedule A


 


	Date	Amount of Loan	Outstanding Balance
	September 29, 2015	$25,000.00	 
	October 28, 2015	$25,000.00	 
	November 4, 2015	$25,000.00	 
	November 13, 2015	$25,000.00	 
	November 20, 2015	$25,000.00	 
	December 1, 2015	$25,000.00	 
	December 2, 2015	$25,000.00	$175,000.00


 


 


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